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To Consultant: The Bainbridge Group, Inc.
<br />15941 Red Hil] Avenue, Suite 210
<br />Tustin, California 92780
<br />Facsimile (714) 247-0025
<br />Attn: Henry A. Moreno, Principal-Project Manager
<br />A party may change its address by giving notice in writing to the other party. Whereafter,
<br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
<br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other
<br />conmrmrication shall be effective or deemed to have heen given three (3) days after it has been
<br />deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or decme~d to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. Por purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Consultant. The parties
<br />agree that any terms or conditions of arty purchase order or other instrument that are inconsistent
<br />with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that nu representations, inducements,
<br />promises or agreements, urally or otherwise, have been made by any party, or anyone acting on
<br />hehalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which arc the subject to
<br />this Agreement performed by City personnel or by other consultants retained by City
<br />12. TERMINATION
<br />This Agreement may he terminated by the City upun thirty (30) days written notice of
<br />termination. hr such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such nuhce of termination,
<br />subject to the following conditions:
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